EXHIBIT 24.1

                               POWER OF ATTORNEY
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    KNOW ALL MEN BY THESE PRESENTS, that the undersigned, in his or her capacity
as an officer or director of Chase Manhattan Bank USA, National Association
(the "Bank"), hereby constitutes and appoints, DEBORAH L. DUNCAN, CHARLES R.
WALSH, RICHARD L. CRAIG, MICHAEL H. GANZ, KEITH SCHUCK AND ANDREW T. SEMMELMAN,
and each of them severally, his or her true and lawful attorneys-in-fact and
agents, with full power to act with or without the others and with full power of
substitution and resubstitution for and on behalf of him or her and in his or
her name, place and stead, in any and all capacities, to perform any and all
acts and do all things and to execute any and all instruments which said
attorneys-in-fact and agents and each of them may deem necessary or desirable to
enable the Bank to comply with the Securities Act of 1933, as amended (the
"Act"), and any rules, regulations and requirements of the Securities and
Exchange Commission (the "SEC") thereunder in connection with the filing of the
Bank's registration statement number 333-04607 under the Act for this
registration of (i) debt obligations of the Bank or a limited purpose subsidiary
of the Bank, or other entity secured by a pledge of identified financial assets
of the Bank, (ii) fixed, fractional, undivided ownership interests in the corpus
of a grantor trust to which identified financial assets of the Bank will be
conveyed, (iii) certificates representing a participation interest in identified
financial assets of the Bank, or in a financial instrument acquired with such
assets, (iv) interests in a real estate mortgage investment conduit (as defined
in Section 860D of the Internal Revenue Code of 1986, as amended) or (v)
interests in a limited purpose subsidiary or other entity of the Bank, to which
identified assets of the Bank will be conveyed, authorized for offer and
issuance by the Board of Directors of the Bank pursuant to resolutions adopted
by such Board of Directors on July 17, 1991 (the "Securities"), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of each undersigned director and officer in such
capacity to a registration statement on Form S-1, Form S-3, Form S-11 or such
other form as may be determined to be applicable, and, if appropriate, a second
registration statement that will become effective upon filing pursuant to Rule
462(b) under the Act ("Registration Statements") to be filed with the SEC with
respect to such Securities, to any and all amendments to any such Registration
Statements (including post-effective amendments) and to any or all other
instruments or documents to be filed as a part of or in connection with any such
Registration Statements or any and all amendments thereto (including post-
effective amendments), whether such instruments or documents are filed before or
after the effective date of any such Registration Statements, and to appear
before the SEC in connection with any matter relating thereto, hereby granting
such attorneys-in-fact and agents, and each of them, full power to do and
perform any and all acts and things requisite and necessary to be done in
connection therewith as the undersigned might or could do in person, and hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as 
of October 31, 1996.

                                        /s/ Kevin Hurley
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                                        Name: Kevin Hurley